* Palladio, Sator have not had talks with any insurance partner
* Two ready to inject up to 450 mln euros into Fondiaria parent
* Offer is rival to that of insurer Unipol
* Funds' rescue plan sees Fondiaria dividend on 2014 results (Adds detail, background)
MILAN, March 20 (Reuters) - Italian private equity funds Palladio and Sator said on Tuesday they had no insurance partner backing them in their bid to rescue troubled Italian insurer Fondiaria-SAI SpA, as they set out their plans to counter a bid from Unipol.
Sator, founded by Italian corporate turnaround specialist Matteo Arpe, and Palladio were ready to inject up to 450 million euros ($595 million) into Fondiaria's parent Premafin in a move that did not envisage a merger of the insurer and its parent.
The offer is a rival bid to that of insurer Unipol, which in January agreed to a deal brokered by top investment house Mediobanca to save Fondiaria in a four-way merger including the integration of Premafin and its unit.
"We have not had any discussions with any industrial partner," Arpe said on a conference call.
Some analysts have expressed concerns that the absence of an insurance partner could undermine the funds' bid.
Arpe, who turned around Rome-based bank Capitalia before it merged with UniCredit, said a recapitalised and independent Fondiaria with a strong business plan and management team was enough to turn around the loss-making insurer.
A merger between Premafin and Fondiaria would simply transfer parent debt onto Fondiaria's shoulders and would also trigger a costly right of withdrawal for shareholders of Premafin, he said.
Premafin is controlled by the Ligresti family, under whose management Fondiaria's market value has withered to about 543 million euros from 5 billion just five years ago.
Premafin has said it is unable to consider the bid from Palladio and Sator, which together own 8 percent of Fondiaria, because its hands are tied by the exclusive agreement it has with Unipol and the position of its creditor banks.
Mediobanca and UniCredit, which are owed more than 180 million euros by Premafin and have a key say on Fondiaria's future, have already signaled they back Unipol.
The business plan of Palladio and Sator for Fondiaria sees the insurer posting a net profit in 2015 of more than 420 million euros, assuming a merger with unit Milano Assicurazioni , compared with a loss of 853 million euros in 2011.
The solvency ratio - a measure of an insurer's financial strength - will rise to more than 160 percent in 2015 from 78 percent at the end of last year, the funds said.
"In the first period of restructuring we don't expect a dividend," Arpe said, though a payout was expected on the 2014 results.
A takeover of Fondiaria by Unipol, Italy's No.3 insurer by premiums, would create a company with 32 percent of Italy's non-life insurance sector and 37 percent of its motor insurance business, able to compete with larger rival Generali. ($1 = 0.7564 euros) (Reporting by Stephen Jewkes)